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Membership
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+ | Member | Interest | Type |
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+ | SnS Network Solutions Holdings LLC | 75% (minimum) | Capital + control |
+ | Kiowa Scott — service equity | Up to 15% (guaranteed, earned over time) | Vested through operational work |
+ | Kiowa Scott — investment equity (proportional) | Up to 10% per venture | Proportional to startup capital contributed. Formula: (investment ÷ startup cost) × 100, capped at 10%. |
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Kiowa's Role
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+ - Finding and securing high-traffic parking spots / locations
+ - Managing legal compliance, permits, renewals across all locations
+ - Recruiting, hiring, and managing staff — Kiowa finds the best people for the job; she does not work the trailer herself
+ - Overseeing day-to-day operations (scheduling, vendor relationships, staff accountability)
+ - Ensuring profitability of the mobile fleet
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Equity Terms
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+ Sam retains minimum 75% of the Hospitality Group. Maximum 25% is available — 15% guaranteed to Kiowa through service, 10% available through capital investment.
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Equity Breakdown
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+ | Allocation | Amount | How It's Earned |
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+ | Kiowa — Service Equity (guaranteed) | 15% | Earned through operational work, vested over time per venture (see below) |
+ | Kiowa — Investment Equity (proportional) | Up to 10% | Earned by contributing working capital at startup. Formula: (Kiowa's investment ÷ venture startup cost) × 100, capped at 10%. |
+ | Other Investor (if applicable) | Up to 10% | Same proportional formula. Available only if Kiowa does not fill the full 10% at startup. |
+ | Holdings (Sam) — minimum | 75% | Capital + control. Never drops below 75%. |
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+ Kiowa's guaranteed path: 15% through service equity (no capital required).
+ Her optional upside: Up to 10% additional — earned proportionally by investing working capital at startup per venture. The more she puts in toward startup costs, the more she earns (capped at 10%). Must invest at or before the Opening Date — no retroactive buy-in.
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Investment Equity Example (per venture)
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+ | Venture Startup Cost | Kiowa Invests | % of Startup | Investment Equity | + Service (12 mo) | Her Total |
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+ | $50,000 | $5,000 | 10% | 10% | 15% | 25% |
+ | $50,000 | $2,500 | 5% | 5% | 15% | 20% |
+ | $50,000 | $1,000 | 2% | 2% | 15% | 17% |
+ | $50,000 | $0 | 0% | 0% | 15% | 15% |
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Per-Venture Vesting (Service Equity — the guaranteed 15%)
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Each venture (trailer) Kiowa participates in earns her equity in the Hospitality Group:
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+ | Grant | Amount | When |
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+ | Formation grant | 5% | Vests immediately upon venture formation |
+ | Service grant | 10% | Vests quarterly (2.5% per quarter) over 12 months from Opening Date |
+ | Total per venture | 15% | Fully vested after 12 months of active service |
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+ - Vesting clock starts on the Opening Date (first day of revenue-generating operations)
+ - Each venture has its own independent vesting schedule
+ - Total cumulative service equity is capped at 15%
+ - Additional up to 10% per venture through capital investment (proportional — see Equity Breakdown above)
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Mandatory Buyback — Departure Before Completion
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+ If Kiowa leaves, becomes inactive, or fails to add material value at any point before all 10 trailers are operational — she is required to sell her vested interest back to Holdings.
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+ | Term | Detail |
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+ | Buyback price | 50% of current fair market value of her interest |
+ | FMV definition | Net asset value (assets − liabilities) × her ownership %. Per most recent quarterly books, or independent valuation if disputed. |
+ | Mandatory? | Yes — she cannot retain passive ownership before the 10-trailer milestone |
+ | Payment terms | Lump sum within 90 days, or 12-month installment plan at Sam's election |
+ | Unvested portion | Forfeited automatically — reverts to Holdings at no cost |
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Trigger Events
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+ - Voluntary resignation from operational role
+ - Failure to perform duties for 30+ consecutive days without approved leave
+ - Removal for cause (fraud, theft, gross negligence, breach of NDA)
+ - Mutual written agreement to part ways
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What "Fails to Add Value" Means (Objective Triggers)
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+ - Locations going unstaffed or closing due to Kiowa's inaction
+ - Permits/licenses lapsing due to missed renewals she was responsible for
+ - Failure to actively manage at least 3 days/week across operational locations
+ - Consecutive quarterly revenue decline across her managed locations without a documented recovery plan
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After 10 Trailers Are Complete
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+ The mandatory buyback expires. The fleet is built. The deal is honored.
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If She Keeps Working
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Full equity, full distributions, full management authority. Business as usual.
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If She Stops Working
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+ - Retains all vested equity as a passive member (economic rights only)
+ - Loses management authority — no decisions, no signing power, no operational role
+ - Dilution: Holdings will hire a W-2 operations manager to replace her role. That salary is a company expense (reduces distributable profit). Holdings may also issue new equity from its 75%+ position to incentivize the replacement — diluting Kiowa's percentage over time. She accepts this dilution as a consequence of stepping back.
+ - No forced buyback — she keeps what she earned
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If She Wants to Sell (Right of First Refusal)
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+ | Term | Detail |
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+ | Who buys first? | Sam / Holdings gets first right to purchase |
+ | Price | 80% of current FMV (not projected — net asset value at time of offer) |
+ | Decision window | 60 days from written notice |
+ | If Sam passes | Kiowa may sell to a third party — but not at a lower price than offered to Sam |
+ | Buyer approval | Any third-party buyer must be approved by Holdings and execute a joinder |
+ | Partial sales | Same terms apply — Holdings' ROFR covers partial sales too |
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Exit Scenarios — Summary
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+ | Scenario | Outcome |
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+ | Leaves before 10 trailers — good standing + 90-day transition | Buyback at 100% of FMV. Unvested forfeited. |
+ | Leaves before 10 trailers — good standing, immediate | Buyback at 75% of FMV. Unvested forfeited. |
+ | Leaves before 10 trailers — abandonment | Buyback at 50% of FMV. Unvested forfeited. |
+ | Forfeiture for Cause (fraud/theft/intentional misconduct) | ALL equity forfeited. $0. Permanent removal. |
+ | Stays through 10 trailers, keeps working | Full equity, full distributions, full management authority. |
+ | Stays through 10 trailers, stops working | Keeps equity (passive), loses management authority, accepts dilution from replacement hire. |
+ | Stays through 10 trailers, wants to sell (all ventures excelling) | Holdings buys at 100% FMV. Must approve any third-party buyer. |
+ | Stays through 10 trailers, wants to sell (any venture declining) | Holdings buys at 85% FMV. Must approve any third-party buyer. |
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5-Year Growth Plan — "The Daily Pour"
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+ | Year | Trailers | Cumulative | Milestone |
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+ | Year 1 (mo 1–12) | 1 | 1 | Build, learn, automate, reduce costs. 9-month operating period to prove the model. |
+ | Year 2 (mo 13–24) | 2–3 | 3 | 6-month cadence begins. Apply Year 1 lessons. First shift leads hired. |
+ | Year 3 (mo 25–36) | 4–5 | 5 | Systems mature, staffing bench built, costs optimized. |
+ | Year 4 (mo 37–48) | 6–8 | 8 | Pace accelerates if ops support it. Southern Michigan expansion. |
+ | Year 5 (mo 49–60) | 9–10 | 10 | Full fleet. Kiowa oversees all. Sam = capital + strategy only. |
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+ Year 1 philosophy: Build → Learn → Automate → Reduce cost → Then scale.
+ Launch cadence: 1 trailer every 6 months (after Year 1). No new trailer until the previous one is profitable.
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Roles in the Growth Plan
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+ | Role | Sam | Kiowa |
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+ | Capital | All investment | — |
+ | Location scouting | — | Find + secure lots |
+ | Permits & compliance | — | All filings, health dept, renewals |
+ | Buildout & equipment | Fund + approve | Coordinate |
+ | Hiring & staffing | — | Recruit, hire, and manage the best people for the job |
+ | Day-to-day operations | — | Oversee all locations (does NOT work the trailer herself) |
+ | Strategic decisions | Final authority | Input |
+ | Financial oversight | P&L review, distributions | Reports to Sam |
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Growth Rules
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+ - No new trailer until the previous one is profitable — growth is earned, not scheduled
+ - Each trailer must hit break-even within 90 days or operations are paused and diagnosed
+ - Staffing scales with trailers — Kiowa hires shift leads; she doesn't work every window forever
+ - Capital calls are Sam's decision — Kiowa proposes expansion, Sam approves the spend
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Future Ventures
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"The Daily Pour" is the brand — every trailer is a Daily Pour location. The fleet will be deployed across NW Indiana (and eventually Southern Michigan). Each trailer is identified by its unit number:
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+ Naming convention: T-[NUMBER] — e.g., T-00 (first trailer), T-01 (second), T-02 (third), through T-09 (tenth).
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+ | Unit | Status | Location |
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+ | T-00 | Planning | TBD — NW Indiana |
+ | T-01 | Future (Year 2) | TBD |
+ | T-02 | Future (Year 2) | TBD |
+ | T-03 – T-09 | Future (Years 3–5) | TBD |
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Other mobile ventures (Indian food truck, smoothie trailer, BBQ, etc.) are separate concepts under the Hospitality Group — not Daily Pour units. Each follows the same equity framework independently.
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